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                                                                   EXHIBIT 10.16


                                SUPPLY AGREEMENT

      THIS SUPPLY AGREEMENT ("Agreement") is made and entered into this 13th day
of January, 2003, between TFS-DI, a Arizona corporation, and a wholly owned
subsidiary of Three-Five Systems, Inc., whose principal office is located in
Tempe, Arizona (hereafter referred to as "Buyer"), and DATA INTERNATIONAL LTD, a
Taiwanese corporation formed under the laws of Taiwan, having a place of
business at 5 Fl. No 25 Lane 169, Kang-Ning, Taipei Hsien, Taiwan, ROC
(hereafter referred to as "Supplier"). The parties hereto hereby agree to the
following provisions regarding the purchase and sale of Liquid crystal display
("LCD") glass, modules, and other Products as defined under this Agreement.

      This Agreement is entered for the purpose of establishing a long-term
relationship based on continuous improvement processes that will lead toward
world-class benchmarks in the following areas: quality, cost, delivery,
technology and service. Another primary purpose of this Agreement is to
characterize and expand the parties' mutually beneficial goals, trust, and
economic benefits.

                                   WITNESSETH:

            WHEREAS, Buyer is engaged in the manufacture of LCD glass and
      modules for use in original equipment manufacturers ("OEM") products; and

            WHEREAS, Buyer has obtained a license to market certain technology
      and has purchased certain personal property from Supplier, as described
      under EXHIBIT 1 to this Agreement; and

            WHEREAS, Supplier is engaged in the manufacture of LCD glass and
      modules for its customers; and

            WHEREAS, Buyer desires to purchase from Supplier certain Products
      for use in LCD products manufactured by Buyer; and

            WHEREAS, Supplier desires to supply the Products to Buyer;

            NOW, THEREFORE, the parties hereto agree as follows:

1.    DEFINITIONS

      As used in this Agreement, the following terms shall have the respective
      meanings set forth below.

      1.1.  "PRODUCT" shall mean the components and /or product furnished by
            Supplier to Buyer specified under specific purchase orders issued by
            Buyer to Supplier under the terms of this Agreement. A STANDARD
            PRODUCT shall mean that Product developed by the Supplier, for which
            the Supplier or Suppliers customer retains ownership of all design
            specifications and tooling. A "CUSTOM PRODUCT" shall mean that
            Product developed by the Supplier specifically for the Buyer, with
            the Buyer retaining ownership of all design specifications and
            tooling.
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      1.2.  "SPECIFICATIONS" shall mean the specifications, which identify and
            describe the Product to be manufactured by Supplier and purchased by
            Buyer and which may be changed or modified from time to time in
            accordance with the requirements of the Buyer as indicated in
            specific purchase orders issued by Buyer.

      1.3   "QUALITY" shall mean the level at which the Product, as manufactured
            and delivered by the Supplier to the Buyer, meets the Buyer's
            specifications as described in individual purchase orders issued by
            Buyer to Supplier as defined by this Agreement.

2.    AGREEMENT

      2.1.  PURPOSE OF AGREEMENT.

            The purpose of this Agreement is for Buyer and Supplier to agree
            upon certain standard terms and conditions when Supplier supplies
            Product to Buyer.

      2.2.  REPRESENTATION AND WARRANTIES.

            Each party represents and warrants that it possesses full authority
            and legal person status to enter into this Agreement and perform its
            obligations hereunder and that the representative whose signature is
            affixed hereto has been fully authorized to sign this Agreement.

      2.3   PURCHASE COMMITMENT. The Product furnished by Supplier under this
            Agreement will be specified on the individual purchase orders issued
            to the Supplier by the Buyer. Specific purchase commitments under
            this Agreement shall be made through separate purchase orders or
            releases issued by Buyer locations. No material shall be purchased
            by Supplier, on behalf of Buyer, without an express written purchase
            order.

      2.4   TERM. This Agreement shall be effective from the date of this
            Agreement and shall remain in existence for a term of sixty (60)
            months. Buyer shall have the option to renew this Agreement for
            additional (to be determined) time periods upon giving Supplier
            thirty (30) days written notice of its intention to renew the term.
            The prices during each renewal term shall be established by friendly
            negotiations and mutual agreement, in writing, by the parties.

      2.5   PRICE. Pricing for all Products shall be indicated on the specific
            purchase orders issued by the Buyer to the Supplier. The price
            listed in the individual purchase orders shall represent the entire
            cost of the Product

                  2.5.1 MOST FAVORED CUSTOMER. The Supplier warrants the prices
            charged for the Products ordered on purchase orders issued by the
            Buyer are not higher than: (1) Supplier would charge its most
            favored customers, either domestic or international, for similar
            products, (2) prices charged by other suppliers for similar type
            products, (3) TFS' internal cost for the manufacture of the product.

                  2.5.2 If Supplier is making a purchase price adjustment as a
            result of alteration of the Specifications by Buyer, Supplier shall
            submit a description of purchase price adjustment in writing to
            Buyer with appropriate details. Such adjustment of purchase prices
            shall be negotiated in good faith between the parties. The mutually
            agreed upon


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            new price shall apply from the first supply of Product to which such
            alteration of the Specifications has been implemented.

      2.6   QUANTITY. The quantities of Products ordered shall be listed on the
            specific purchase order issued by Buyer to the Supplier under this
            Agreement. Buyer's obligation to purchase quantities of Product from
            Supplier is strictly limited to the amount specified on individual
            purchase orders issued by Buyer to the Supplier.

      2.7   CAPACITY. Supplier agrees to reserve for the Buyer manufacturing
            capacity and tooling capability (as determined by the Buyer) to
            supply the Product(s) during the term of this Agreement. This
            availability shall include all Products(s) listed under all purchase
            orders placed by Buyer, and all forecasts provided by Buyer pursuant
            to this Agreement. Notwithstanding the above, Supplier will, at a
            minimum, reserve 60% manufacturing capacity on an annual basis for
            the Buyer. This capacity shall not be cancelled or diverted to
            another customer without the express written approval of Buyer.
            However, Buyer shall not be obligated in any way to utilize any
            percentage of Suppliers manufacturing capacity.

      2.8   QUALIFICATION. Supplier may be required to submit samples of certain
            items for approval by Buyer locations prior to obtaining a
            production purchase order. Such samples shall be submitted promptly
            by Supplier upon request from any of the Buyer locations. Buyer
            locations shall notify Supplier, in writing, when approval has been
            granted. In addition, other means and methods may be employed by the
            Buyer in qualification of the Supplier. These methods and means
            shall include, but not be limited to, quality audits, supplier
            questionnaires, and performance metrics. The Supplier shall assist
            the Buyer in the completion of any of the qualification tasks.

      2.9   QUALITY. Supplier shall furnish Product which meets specifications
            as listed the individual purchase orders issued by the Buyer to the
            Supplier under this Agreement. Specifications shall include, but not
            be limited to, technical drawings, schematics, quality requirements,
            manufacturing requirements, and Statement-of-Work. Supplier, insofar
            as practicable, is responsible for reviewing all Product
            manufacturing requirements (including, but not limited to, such
            requirements as processing, testing, inspection, cleaning and
            packaging) prior to commencement of any manufacturing by Supplier,
            so that Supplier's questions, if any, regarding any of the
            delineated requirements may be resolved at that time. When Buyer's
            Product design specification numbers or drawings are used to define
            specifications, the applicable revisions, if any, of such documents
            currently in effect at the Buyer's locations and specified on
            Buyer's purchase order shall prevail. Supplier may not deviate from
            any Product quality requirements without the prior specific written
            approval of the Buyer.

                  2.9.1 QUALITY DATA. Supplier will provide, upon written
            request during the term of this Agreement, reliability and quality
            data regarding Products produced for Buyer for the purpose of
            maintaining consistent quality and reliability standards for such
            Products.

                  2.9.2 TRACEABILITY. During the term of this Agreement,
            Supplier shall maintain data and test lot trace-ability for Products
            sold to Buyer.



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                  2.9.3 NOTIFICATION OF DEFECTS. Supplier will promptly after
            discovery advise Buyer of defects and/or non-conformity in Products
            already shipped to and/or in lots currently in manufacture for
            Buyer.

                  2.9.4 STOP SHIPMENTS. Upon receipt of Buyer's written
            documentation indicating that a defect in the Product has been
            discovered, Supplier will immediately stop shipment and
            manufacturing of Products which are subject to a suspected failure
            to meet the criteria specified in such Products' acceptance
            criteria. If Supplier is responsible for such failure, and Supplier
            is not able to correct the matter within thirty (30) days of receipt
            of such stop notice, then (i) Buyer may reject non-conforming
            Products, and, (ii) Buyer may, without penalty (including loss of
            capacity), cancel any then-pending Purchase order(s) for such
            Products as to which product has not been shipped by sending written
            notice of cancellation to Supplier. Such a notice of cancellation
            shall be effective on receipt by Supplier.

                  2.9.5 FAILURE ANALYSIS. Upon written request from Buyer,
            Supplier will perform failure analysis of Products returned to
            Supplier with a Supplier-issued return material authorization
            number. If such analysis shows the existence of material defects in
            breach of applicable Supplier warranties, Supplier will not be
            entitled to payment for the cost of Supplier's failure analysis
            concerning such defects for the specific Products which were subject
            to them.

                  2.9.6 INSPECTION. During the term of this Agreement, Buyer
            will have the right to maintain one or more source inspectors at the
            Supplier's facility and any other personnel as agreed to by the
            parties. Supplier will provide adequate office space for Buyer's
            on-site inspectors and representatives.

      2.10  PROCEDURE TO CONTRACT FOR PRODUCTS

            The procedure to contract for the Products is that Buyer will issue
            its order(s) to Supplier for Products in such amounts as are
            required by Buyer. Supplier shall immediately begin manufacturing
            the Products requested by such order(s) and deliver them to Buyer
            within the agreed upon Product lead-time.

      2.11  INCORPORATION OF THIS AGREEMENT INTO ORDERS FOR PRODUCTS.

            The terms and conditions set forth in this Agreement shall be
            incorporated as a part of each order for the Products. The parties
            may include details to this Agreement as set forth in Section 2.14
            and may modify the terms of this Agreement only by a written
            agreement, signed by an authorized representative of each party. In
            case of discrepancies between any particular order and this
            Agreement, the order governs.

      2.12  SPECIFICATIONS

                  2.12.1 Supplier shall manufacture all Products in accordance
            with the Specifications specified in the individual purchase orders
            issued to Buyer by Supplier under this Agreement. These
            Specifications shall include at minimum the following:

                        (i) Drawings, specifications and/or other similar
                        documents prepared by Buyer and approved by Supplier
                        (hereinafter referred to as "Buyer Drawings");



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                        (ii) Drawings, specifications and/or other similar
                        documents prepared by Supplier and approved by Buyer;
                        and/or

                        (iii) Other particulars agreed upon, in writing, by the
                        parties hereto.

                  2.12.2 If requested by Buyer, Supplier shall prepare drawings,
            specifications and/or any other similar documents in accordance with
            Buyer Drawings, and shall furnish them to Buyer for approval by
            Buyer. Upon request of Buyer, Supplier shall also supply to Buyer
            detailed drawings and/or other similar documents.

                  2.12.3 Buyer may request that Supplier alter the
            Specifications if and when Buyer deems it necessary. Supplier and
            Buyer shall mutually agree upon any changes in Specifications. If
            the Specifications are altered, such altered Specifications shall
            not apply to Products for which shipping instructions have been
            agreed to under Article 2.13, unless otherwise agreed by Supplier.

                  2.12.4 Supplier agrees to make no significant change in the
            design or specifications of Products, unless such proposed changes
            are communicated in writing to Buyer and Buyer agrees in advance to
            such changes.

                  2.1.2.4 All documentation (including specifications and
            drawings) provided to Supplier by Buyer shall remain the sole
            property of the Buyer and shall only be used by Supplier with
            Buyer's written approval. In addition, all documentation (including
            specifications and drawings) developed by Supplier under this
            Agreement is the sole property of the Buyer and shall not be used
            for any other purpose without Buyer's written approval.

      2.13  STANDARD PRODUCTS

            Supplier agrees to offer to Buyer access to all its existing and
            future Standard Products. In addition, the Supplier may be
            authorized by the Buyer to offer Custom Products for sale through
            specified sales and distribution channels. Buyer authorization must
            be in writing, in advance of any sale, and specify Custom Products
            and authorized sales and distribution channels.

            Should the Supplier decide to discontinue any of its Standard
            Products, the Supplier will provide Buyer (in writing) notice of
            such proposed discontinuance at least one year in advance of such
            discontinuance. At this time, the Buyer shall have the option to
            either (i) initiate a last time buy (quantity to be determined
            solely at the Buyer's discretion), or (ii) find an alternative
            supplier to provide the discontinued Product to the Buyer. In the
            event that the Buyer (at its sole discretion) decides to pursue
            option (ii), above, then the Supplier will immediately transfer to
            the Buyer title and ownership to all specifications, drawings,
            bills-of material, documents, tooling and fixtures, intellectual
            property, and other information and documents necessary, and
            reasonably related to manufacturing the Product.

            The parties agree (at the written direction by the Buyer) to attach
            Buyer's trademark to the Product. If this occurs, Supplier will not
            attach or affix its own, or any other third party trademark to the
            Product.

      2.14  PURCHASE PROCEDURES

            Buyer shall place firm purchase orders with Supplier, and Supplier
            may accept such firm purchase orders, by agreed upon means of
            communication, at agreed upon times and by


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            agreed upon format and content. If Supplier determines that it
            cannot supply the Product requested by the purchase order, Supplier
            shall promptly notify Buyer of the situation within two (2) business
            days after receipt of Buyer's firm purchase order, and steps, if
            any, which Supplier proposes to take to correct the deficiencies.
            Buyer shall discuss with Supplier and the parties shall determine
            the quantity which will be supplied to Buyer, the delivery schedule,
            and the manner and means of delivery to Buyer, giving due
            consideration to such situation.

            Such a firm purchase order shall become binding and constitute an
            individual purchase/sale agreement either (i) on the day Supplier
            conveys to Buyer its acceptance of the original purchase order
            submitted by Buyer or (ii) on the next business day after a lapse of
            fourteen (14) business days from the date of posting of such a firm
            purchase order by Buyer, whichever occurs first.

      2.15  SHIPMENT AND DELIVERY

                  2.15.1 Shipments shall be based on term of delivery of goods
            on board vehicle, freight collect unless otherwise agreed.

                  2.15.2 The ownership, legal title and right of possession and
            control over the Product and risk of loss or damage to the Product
            shall pass from Supplier to Buyer upon delivery to Buyer, unless
            agreed upon otherwise by the parties.

                  2.15.3 Supplier shall properly pack, mark and ship all the
            ordered Product in appropriate standard packing (with appropriate
            internal packing materials) to ensure that the Product arrives
            damage free. Such packing should be sufficient to handle rough
            handling, salt spray, open storage, exposure to a salty atmosphere
            and any other reasonably foreseeable shipping hazard.

                  2.15.4 Necessary shipping documents shall include but are not
            limited to: (i) a clean bill of lading; (ii) commercial invoice;
            (iii) insurance certificate; (iv) packing list; and (v) certificate
            of quality, if requested by Buyer.

                  2.15.5 Supplier shall be responsible for obtaining adequate
            insurance on all Buyer Products and equipment related to the
            manufacture and delivery of Buyer's Products. Certificates
            evidencing this insurance shall be provided to the Buyer upon
            request.

      2.16  WARRANTY

            Supplier warrants that the Products will meet the specifications and
            tolerances established by Buyer; that they shall be free of defect
            in material and workmanship; and that they shall be suitable for the
            purpose intended by Buyer. In the event that Supplier supplies any
            Products which do not meet this warranty, Buyer shall be entitled to
            such remedies as may be available by law. Notwithstanding the above,
            at a minimum, the warranty provided by Supplier to Buyer on Products
            manufactured by Supplier for Buyer, shall be 18 months from receipt
            of Product by Buyer.



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      2.17  CONFIDENTIALITY

            From time to time, either party may have access to information that
            relates to the other party's research, development, business
            activities, products, services and mechanical knowledge (hereinafter
            referred to as "Confidential Information").

            With regard to this Confidential Information, each party agrees not
            to reveal this Confidential Information to any third party and
            further agrees not to use the Confidential Information, except as is
            necessary to provide the Product pursuant to the terms of this
            Agreement. Neither party shall disclose or permit access to any
            Confidential Information to any of its employees who are not
            participating directly in supplying the Product, and the party shall
            inform its employees who are permitted access to any Confidential
            Information of the restrictions that are contained in this
            Agreement. In the event that either party is discovered using the
            Confidential Information for an improper purpose, such party shall
            cease such unauthorized use immediately.

            Upon termination of this Agreement, such Confidential Information
            shall be returned to the party to which it belongs or destroyed (and
            such destruction certified), and no copies or other reproductions
            shall be retained. Neither party shall be permitted to continue
            using Confidential Information after the termination of this
            Agreement.

      2.18  AGENCY, ASSIGNMENT AND SUBCONTRACTING

                  2.18.1 AGENCY. The relationship of the parties under this
            Agreement shall be, and at all times remain, one between independent
            contractors. Neither party shall have the authority to pledge the
            credit of or assume or create obligations on behalf of the other
            party and shall not take any action which has, or might have, the
            effect of creating the appearance of its having such authority

                  2.18.2 ASSIGNMENT AND SUBCONTRACTING. Buyer may assign this
            Agreement, in whole or in part, without notice or consent of the
            Supplier. Supplier may not assign this Agreement without the consent
            of Buyer. Supplier shall not subcontract the supply of any of the
            Product without the prior written permission of Buyer, such
            permission not to be unreasonably withheld.

      2.19  WARRANTY AND PRODUCT LIABILITY CLAIMS. In the event that either
            party receives notice of a claim from a third party that such third
            party is making a warranty claim or requesting repair or replacement
            of a finished Product due to the fault of the parts, or that a
            faulty part allegedly caused physical injury (including death) or
            property damage to a third party, the party who received such notice
            shall promptly notify the other party in writing.

      2.20  COOPERATION.

            Each party shall cooperate with the other party in good faith and on
            a reasonable basis to review and respond to such claims and to
            participate in problem solving, and curing any performance
            deficiencies, which might give rise to such claims.



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      2.21  ALLOCATION OF LIABILITY.

            In the event that it is discovered that Supplier is responsible for
            supplying faulty Product, Supplier agrees to pay all costs and
            expenses incurred as a result of the warranty or product liability
            claim.

      2.22  INDEMNIFICATION.

            Supplier further agrees to indemnify and hold harmless Buyer and its
            directors, officers, agents, and employees from and against all
            actions, claims, causes of action (whether based upon Agreement,
            tort, express or implied warranty, negligence or strict liability),
            damages or expenses of whatever kind and nature (including
            reasonable attorneys' fees) (hereinafter collectively referred to as
            "Claims") asserted by any person or persons for or on account of
            personal injury (including death) or property damage (including loss
            of use thereof) suffered or incurred by any person or persons
            whomsoever, arising out of or in any manner connection with this
            Agreement unless such Claim arose due to or was caused by the
            willful misconduct and gross negligence of Buyer. In the event a
            Claim arises as a result of the joint negligence of the parties,
            each party agrees to be responsible for the proportion of the Claim
            which corresponds to its percentage of negligence.

      2.23  TERMINATION. This Agreement may be brought to an early termination
            upon the occurrence of any of the following reasons:

                  2.23.1 If either party commits a material breach of this
            Agreement and such party fails to remedy same within ninety (90)
            days after delivery of notice by the other party of the occurrence
            or existence of such breach or such longer period as may be agreed
            by the non-defaulting party; or

                  2.23.2 If either party becomes insolvent or subject to a
            petition in bankruptcy filed by or against it or is placed under the
            control of a receiver, liquidator or committee of creditors, or
            ceases to function as a going concern for any reason; or

                  2.23.3 If either party's assets or property has been, or is
            threatened to be, nationalized, expropriated or otherwise taken over
            by any governmental authority; or

                  2.23.4 If any sovereign entity or authorized political
            subdivision enacts legislation relating to or adversely affecting
            the relationship created by this Agreement, in which case the
            parties shall mutually determine whether or not to continue the
            Agreement or terminate it.

      2.25  RIGHT OF FIRST REFUSAL.

            Notwithstanding anything herein to the contrary, Supplier may freely
            compete with other suppliers and shall be afforded a written right
            of first refusal to sell Products to Buyer within seven (7) days of
            written notice of a competitor's offer regarding (i) existing
            Products currently manufactured by the Supplier for the Buyer or
            (ii) new monochrome Product designs on Products currently
            manufactured by the Supplier for the Buyer. Notwithstanding the
            above, this Right of First Refusal is subject will not apply if the
            following occur: (a) the price charged by Supplier for the Products
            is greater than 5% of the price charged by other suppliers for the
            same Product, (b) the Supplier does not meet


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            the Buyer's reliability, delivery, and quality requirements. In
            addition, Buyer must have received written notice of Suppliers
            intention to exercise such right of first refusal within three (3)
            days of Buyer's notification to Supplier regarding the above
            described right of first refusal, otherwise, Buyer may freely deal
            with whatever competitor it chooses.

      2.26  DISPUTE RESOLUTION.

            Any dispute arising from this Agreement shall be resolved through
            discussions and consultations between the parties based on the
            principle of "friendly negotiations". If no settlement has been
            reached within forty-five (45) days, the dispute shall be subject to
            legal adjudication in the courts of Maricopa County, Arizona USA.

      2.27  RESORT TO ADMINISTRATIVE PROCEEDING AND INJUNCTIVE RELIEF.

            Nothing in the previous section shall affect any party's right in
            seeking administrative remedies or injunctive relief if harm to the
            party becomes imminent.

      2.28  ACCESS.

            Supplier shall allow Buyer personnel and Buyer authorized
            representatives and customers access to the Supplier facility at any
            time a upon reasonable advance notice.

      2.29  ISO CERTIFICATION.

            At all times during the term of this Agreement, Supplier shall
            maintain ISO 9000 registration and certification.

      2.30  WAIVER.

            Waiver by either party of any breach by the other party of any of
            the terms or provisions hereof shall be deemed not to be a waiver or
            breach on any other occasion of the same terms or provisions or a
            waiver or breach of any other term or provision hereof.

      2.319 FORCE MAJEURE

            Neither party shall be held liable to the other party to perform its
            obligations under this Agreement whether such performance is
            prevented or interfered with, wholly or in part, differences with
            workmen, war or hostilities between any nations, Acts of God, fire,
            storm, flood, earthquake, accidents, materials or fuel, shortage or
            delay or carriers, governmental regulations, orders or
            proclamations, laws, acts of public enemies, and other similar
            events or contingencies beyond the reasonable control of the party
            whose performance is prevented or interfered with. Either party
            shall promptly notify the other party of an inability to perform any
            obligation required under this Agreement as a result of any of the
            foregoing.

      2.32  ENTIRE AGREEMENT

            This Agreement, together with any appendices attached to this
            Agreement, constitutes the entire Agreement between the parties with
            respect to the subject matter hereof.



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      2.33  SEVERABILITY.

            If any term or provision of this Agreement shall be held invalid or
            unenforceable, the remainder of the Agreement shall not be affected
            thereby and each term and provision hereof shall be valid and
            enforced to the fullest extent permitted by law.

      2.34  SURVIVAL.

            The rights and obligations of sections 2.2, 2.9, 2.15, 2.16, 2.17,
            2.19, and 2.22 shall survive the termination of this Agreement.

      IN WITNESS WHEREOF, the parties executed this Agreement by their
respective duly authorized officials on the date set forth below.

      BUYER (Seal)                              SUPPLIER (Seal)


------------------------------------     ------------------------------------


By:    /s/ George Pisaruk                 By:    /s/ W.J. Hsieh
   ---------------------------------         --------------------------------

Title: Secretary                          Title: President
      ------------------------------            -----------------------------

Date:  Jan 13, 2003                       Date:  Jan/10/2003
     -------------------------------           -------------------------------


                                         By:    /s/ Frank Liao
                                            ----------------------------------

                                         Title: Vice President
                                               -------------------------------

                                         Date:  Jan/10/2003
                                              --------------------------------




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